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GENERAL TERMS AND CONDITIONS OF SALE

  1. DEFINITIONS

The terms and expressions with an initial capital letter used in these General Terms and Conditions of Sale shall have the meaning indicated below, unless otherwise specified. Terms defined in the singular shall also be understood as defined in the plural, and vice versa.

  • Customer: any legal entity purchasing one or more Products (as defined below).
  • General Terms and Conditions of Sale or General Terms and Conditions: these general terms and conditions of sale and any future updated versions thereof.
  • Contract: any sales contract between OPI and the Customer.
  • OPI: Old Pharma International Srl, with registered office at Via M. F. Quintiliano 30 – 20138 Milan (MI), VAT No. 10714760153.
  • Force Majeure: any external or unforeseeable event, independent of the Parties’ will and beyond their control, which cannot be remedied in a timely manner.
  • Orders: purchase orders for the Products imported and distributed by OPI, submitted by the Customer in accordance with these General Terms and Conditions of Sale.
  • Parties: OPI and the Customer jointly.
  • Price: the amount, expressed in the currency indicated on the invoice and agreed upon by the Parties, at which the Products are sold.
  • Products: all Products imported and marketed by OPI.
  • Offer: the proposal by which OPI offers the Products to the Customer at a given price, valid for a specific period of time expressly indicated in the Offer itself.
  • End User: the final purchaser of the Products.
  • QTA: Quality Technical Agreement

  1. SCOPE OF APPLICATION

Unless otherwise agreed in writing between the Parties, these General Terms and Conditions of Sale shall apply in full to all sales contracts concluded between OPI and the Customer. These General Terms and Conditions shall prevail over any general purchasing conditions included by the Customer in its purchase orders or in any other documents and/or correspondence, even if OPI does not expressly reject them in writing.

Any condition or term differing from those provided herein shall apply only if agreed and confirmed in writing by the Parties.

These General Terms and Conditions are acknowledged by the Customer and shall apply even if subsequent oral or written contracts are concluded with the same Customer.

3. ORDERS

The Order must specify the quantity, type of Products, unit price, order date, and requested delivery date.

The sales contract shall be deemed concluded only upon receipt by the Customer of OPI’s Order Confirmation. OPI’s Order Confirmation shall indicate at least the order confirmation date, the expected delivery date, the Price, terms for any delivery, payment terms and methods, and any other items deemed necessary by OPI.

In the case of Orders providing for multiple deliveries of the ordered quantity, OPI may issue partial Order Confirmations for individual deliveries. In such event, the Customer’s Order shall remain open for any remaining unconfirmed deliveries, for which OPI will subsequently issue specific Order Confirmations under the same or different conditions. Therefore, execution of a single delivery confirmed by OPI shall not constitute implicit acceptance by OPI of all remaining deliveries under the same terms. Any different agreements between the Parties remain unaffected.

The Contract shall be deemed concluded upon communication by OPI to the Customer of the Order Confirmation or at the time of execution of the Order.

The sale of Products shall be deemed perfected when the Customer receives formal Order Confirmation from OPI or, failing that, when OPI executes the Order by delivering the Products to the carrier or freight forwarder.

Any derogation from the provisions of this section must be expressly approved in writing by OPI.

  1. PRICE AND CURRENCY

Unless otherwise agreed between the Parties, Prices are expressed in euros, exclusive of VAT, and invoicing shall be carried out in euros or in another currency agreed upon at the time of the Offer.

  1. PAYMENT TERMS

Payment of the Price must be made by the Customer within the term expressly indicated in the Order Confirmation or in the Contract or, in the absence thereof, in the sales invoice, without any delay, or according to the provisions of the Order if different.

Failure to pay entitles OPI to suspend any subsequent delivery relating to the unpaid amount. In such case, any delivery delays shall not be attributable to OPI, and no compensation or indemnity shall be requested by the Customer.

Furthermore, in case of failure to pay OPI within the agreed terms, without prejudice to the remedies provided by contract or applicable law, the Customer shall be liable for daily late payment interest calculated pursuant to Italian Legislative Decree No. 231/2002, as amended, on late payments in commercial transactions, accruing from the due date until full payment. Payments must be made exclusively to OPI, unless otherwise agreed in writing by the Parties.

6. DELIVERY

The Products shall be delivered by OPI to the Customer in accordance with the conditions contained in OPI’s Order Confirmation.

If the Customer wishes to change the destination of the shipment after submitting the Order, such changes shall not be binding on OPI unless accepted in writing.

Without prejudice to Article 15 (Force Majeure), in the event of failure to comply with a delivery deadline—even if agreed as “essential”—the provisions of this Article shall apply.

7. REFUSAL TO ACCEPT DELIVERY

If the Customer refuses to accept delivery of all or part of the Products at the destination specified by the Customer, OPI may, at its sole discretion, request performance of the Contract or declare its total or partial termination, without prejudice to OPI’s right to charge the Customer for additional transport and temporary storage costs and/or any costs related to disposal of the Products, and without prejudice to compensation for any further damages, including loss of profit.

  1. WARRANTY

OPI warrants that, on the delivery date, the Products will comply with the agreed technical specifications and meet the requirements established by law. All information indicated in the Order Confirmation, including suitability, processing, and use of the Products sold, as well as technical advice, is provided to the best of OPI’s knowledge and does not exempt the Customer from performing its own inspections and tests. Any changes to Product technical sheets or existing QTAs may be made by OPI during periodic reviews based on information provided by its suppliers.

No warranty is given by OPI regarding: (i) authorisations issued by competent authorities for the Customer’s use of the Product; (ii) the supplier’s future availability of the Product in the years following the first supply by OPI.

The warranty shall not apply, and OPI shall bear no liability, where defects derive from force majeure, wilful misconduct, negligence, or lack of skill by the Customer or its clients, or when the Products or any part thereof have been used, transported, or stored improperly.

The Customer may not assert warranty claims for Product defects where the characteristics of the Product do not significantly affect its value or usability.

  1. CLAIMS

Any complaints shall be assessed jointly by the Parties, with the Producer’s involvement, so that the latter may participate in the complaint procedure and adopt any corrective or compensatory actions. If a QTA exists, the Parties shall follow its provisions for dispute resolution.

  1. CUSTOMER RIGHTS IN CASE OF DEFECTS

In the event of complaints concerning Product quality that have been duly notified and found to be justified, OPI reserves the right, at its sole discretion, to request the Supplier to replace defective Products.

  1. CONFIDENTIALITY

The Customer undertakes, for the entire duration of the Contract and thereafter:

  • to maintain the strictest confidentiality regarding documents or data (in paper or electronic form) or commercial and technical information related to the Products, received verbally or in writing (“Confidential Information”);
  • to ensure that its employees, directors, shareholders, and collaborators who must access such Confidential Information for the performance of the Contract and/or Order maintain the same confidentiality;
  • to refrain, and ensure that its employees, shareholders, collaborators, directors, and representatives refrain, from making any negative or defamatory comments regarding OPI and/or the Products.

The following shall not constitute Confidential Information:

  • information whose disclosure is strictly necessary for the performance of the Contract and/or Order;
  • information which the Customer can prove was already in its possession prior to receipt;
  • information lawfully provided by third parties who were not bound by confidentiality;
  • information that is or becomes public through no fault or misconduct of the other Party.

Disclosure is permitted where required under applicable law or ordered by judicial or competent authorities, subject to prior written notice to the Party whose Confidential Information is disclosed.

  1. WRITTEN FORM

Any amendment to these General Terms of Sale shall be valid and binding only if made in writing.

  1. COMPLIANCE WITH LAWS, CUSTOMS AND EXPORT REGULATIONS

Unless otherwise agreed in writing, the Customer is responsible for complying with all laws and regulations governing storage, use, distribution, and export of the Products. In particular, the Customer shall not use, sell, or dispose of any Product:

• for the development or production of biological, chemical, or nuclear weapons;

• for the illicit production of drugs;

• in violation of embargoes;

• in violation of any legal registration or notification requirement; or

• without all necessary authorisations required under applicable laws and regulations.

The Customer shall indemnify and hold OPI harmless from any claim, cost, charge, liability, loss, or legal proceeding arising from or related to any breach by the Customer of the obligations set forth in these General Terms and Conditions of Sale.

  1. FORCE MAJEURE

Events of Force Majeure include, by way of example but not limitation: natural disasters, government measures, wars, pandemics, nationwide strikes, riots, fires, embargoes, etc.

Neither Party shall be held liable for failure to perform obligations under these General Terms, Orders, and/or Contracts where such failure is due to unforeseeable and/or unavoidable circumstances beyond its reasonable control, preventing fulfillment of contractual obligations.

The affected Party shall: (i) promptly notify the other Party in writing of the Force Majeure event; (ii) keep the other Party informed; (iii) make all efforts to resume performance as soon as possible; (iv) communicate the expected date of resumption.

The affected Party shall cooperate with the other Party to mitigate the effects of the Force Majeure event. Extraordinary expenses related to such measures shall be allocated by specific written agreement; failing agreement, they shall be borne by the Party affected by Force Majeure.

If a Force Majeure event prevents performance for more than 2 (two) consecutive months, the other Party may terminate the Contract with 1 (one) month’s written notice.

15. PRIVACY

Pursuant to Article 13 of EU Regulation 679/16 (“GDPR”), OPI, as Data Controller, informs the Customer that it will process personal data provided in connection with these General Terms, ensuring full compliance with the GDPR and the Italian Personal Data Protection Code (Legislative Decree 196/03).

OPI declares that:

a) data shall be processed in accordance with applicable law, by paper, electronic, and/or IT means, ensuring security and confidentiality, exclusively for the following purposes:

  • purposes connected to the performance of these General Terms and the Contract, as well as administrative and accounting purposes;
  • purposes related to compliance with legal, regulatory, EU, and national provisions or orders issued by competent authorities;

b) data shall not be disclosed to third parties, and shall be communicated solely to authorised persons for the above purposes;

c) provision of data by the Customer is mandatory; refusal may result in OPI being unable to perform the contractual relationship;

d) the Customer, as data subject, is entitled to all rights established by applicable law, including:

  • right of access (Art. 15 GDPR);
  • right to object (Art. 21 GDPR);
  • right to rectification (Art. 16 GDPR);
  • right to erasure (Art. 17 GDPR).

  1. APPLICABLE LAW AND JURISDICTION

These General Terms and all contracts entered into between the Parties shall be governed by the laws of the Italian Republic and interpreted accordingly, expressly excluding application of the 1980 UN Convention on Contracts for the International Sale of Goods (CISG).

  1. PARTIAL INVALIDITY

Invalidity, in whole or in part, of any provision of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.

If any provision is deemed invalid, unlawful, or unenforceable, the validity, legality, or enforceability of the remaining clauses shall not be affected unless the Contract’s purpose becomes impossible to achieve. In such case, the Parties shall use their best efforts to replace the invalid clause with a valid and enforceable clause that, as far as possible, achieves the same purpose.

  1. NOTICES

Any communication between the Parties relating to these General Terms shall be sent in writing (via email, fax, registered mail, or certified email) to the registered office of each Party, which shall be deemed their elected domicile.

Milan, 29 January 2026

Old Pharma International Srl